Published on March 16, 2010
Exhibit 10.24
FIRST AMENDMENT
TO
REVOLVING PROMISSORY NOTE
TO
REVOLVING PROMISSORY NOTE
THIS FIRST AMENDMENT TO REVOLVING PROMISSORY NOTE, entered into on December 23, 2009 (this
Amendment), is made to the Revolving Promissory Note dated November 10, 2005 (the Original
Note), in the maximum available principal amount of $1.0 billion, executed by Clear Channel
Communications, Inc., a Texas corporation (Maker), as maker thereof, payable to the order of
Clear Channel Outdoor Holdings, Inc., a Delaware corporation (CCOH).
Recitals. CCOH, as the current legal and equitable owner and holder, and the payee, of the
Original Note, and Maker desire to amend the Original Note (i) to extend the maturity date of the
Note and (ii) to amend the Contract Rate payable on the Note, with such new Contract Rate being
applicable as of the date hereof. Now, therefore, in consideration of the premises, covenants and
agreements herein contained, and for other good and valuable consideration, the receipt,
sufficiency and reasonably equivalent value of which are acknowledged by the parties hereto, Maker
and CCOH agree as follows:
SECTION 1. Definitions. Capitalized terms used but not defined herein have the meanings and
uses assigned in the Original Note, and the term Note when used in this Amendment means the
Original Note, as amended hereby.
SECTION 2. Amendments.
2.1. The first sentence of the Original Note is hereby amended by replacing August 10, 2010
with December 15, 2017.
2.2. The term Contract Rate as defined and used in the Original Note is hereby amended and
restated in its entirety to read as follows:
Contract Rate means a variable per annum rate of interest equal to the
Contract Rate as defined in the Revolving Promissory Note, dated August 2, 2005
(as amended), in the maximum available principal amount of $1.0 billion, executed by
CCOH, as maker thereof, payable to the order of CCU, as payee thereunder.
SECTION 3. Representations and Warranties. Maker represents and warrants to CCOH that Makers
representations and warranties set forth in the Original Note are true and correct in all material
respects as if made on the date hereof and on the effective date hereof, except as they may
specifically relate to an earlier date.
SECTION 4. Continuing Effect of Original Note. Each of the Original Note and the other
Subject Documents, as amended hereby, is hereby ratified and confirmed in all respects, and all
references to the Note in the Original Note or any other Subject Document shall mean the Original
Note, as amended hereby. This Amendment shall not constitute an amendment of, or waiver with
respect to, any provision of the Original Note not expressly referred to herein and shall not be
construed as an amendment, waiver or consent to any action on the part of any party
hereto that would require an amendment, waiver or consent of CCOH except as expressly stated
herein.
SECTION 5. Governing Law. This Amendment shall be governed by, and construed and interpreted
in accordance with, the law of the State of Texas.
SECTION 6. Successors and Assigns. This Amendment is binding upon and shall inure to the
benefit of Maker and CCOH and their respective successors and assigns permitted by the Note, except
Maker may not assign or otherwise transfer any of its rights or obligations hereunder other than as
provided in the Note.
SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts, and by
each party hereto on separate counterparts, each of which counterpart when so executed shall be an
original, but all such counterparts taken together shall constitute one and the same instrument. A
counterpart signature page delivered by fax or internet transmission shall be as effective as
delivery of an originally executed counterpart.
[Remainder of Page Left Intentionally Blank]
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered
by their respective proper and duly authorized officers on, and effective as of, the date first set
forth above.
MAKER: | ||
Clear Channel Communications, Inc. | ||
/s/ Brian Coleman | ||
Name: Brian Coleman | ||
Title: Senior Vice President and Treasurer | ||
PAYEE: | ||
Clear Channel Outdoor Holdings, Inc. | ||
/s/ Randall T. Mays | ||
Name: Randall T. Mays | ||
Title: Chief Financial Officer |
First Amendment to Due From CCU Revolving Promissory Note